The following General Terms and Conditions apply to all deliveries, services and agreements, unless a deviating written agreement has been made. These General Terms and Conditions also apply to future business relationships between the contracting parties.

Differing terms and conditions of the customer do not become part of the contract. They do not require express rejection. Medner Germany GmbH & Co. KG, hereinafter referred to as Medner Germany, distributes medical and cosmetic devices exclusively to commercial customers. By concluding the contract, the buyer confirms that they are already operating as a business.

2.1 All offers made by Medner Germany are subject to change and non-binding. A contract is concluded only after the customer places an order, by way of written order confirmation from Medner Germany or by written conclusion of contract. Medner Germany may cancel the order if upstream suppliers do not accept the order or delay it.

2.2 All contractual agreements and assurances, as well as amendments and supplements, require written confirmation to be effective. This also applies to the cancellation of the written-form requirement.

2.3 Technical data and descriptions in the product information do not constitute a warranty of specific characteristics. The products are continuously developed further and may be equipped with modified components and software updates. An assurance is given only upon written confirmation.

3.1 All devices must be handled and used as described in the user manual. Should it become apparent that this is not the case, the seller reserves the right to invoice repairs.

3.2 In the case of repairs, packaging and shipping are generally carried out at the customer's cost and risk. The customer ensures that the contractual items can be de-installed and transported out of the customer's premises for maintenance or repair at any time. Any additional expenses shall always be borne by the customer.

3.3 During the warranty period, the seller bears the costs for spare parts and the replacement of defective components. The buyer bears the travel costs at a rate of EUR 1.00 per kilometre as well as any accommodation costs that may arise.

4.1 The customer is obliged to accept services and partial deliveries without delay.

4.2 The customer must inspect the goods for completeness and functionality immediately upon receipt. If a complaint is not received by Medner Germany within one week of receipt of the delivery, the goods/service shall be deemed approved and accepted within the meaning of § 377 (2) HGB (German Commercial Code).

4.3 Insignificant defects that do not impair the functionality of the delivered items do not entitle the customer to refuse acceptance. Stated dimensions, specifications and weight of the ordered device are approximate values only and may vary due to manufacturer- and development-related factors. No binding assurance is given in this respect.

4.4 If the customer is in default of acceptance of devices, Medner Germany is entitled, after setting a grace period, to:

• a) withdraw from the contract and claim damages; or
• b) sell the non-accepted devices elsewhere and invoice the purchaser for the difference between the agreed purchase price and the proceeds obtained.

4.5 Risk passes to the customer upon dispatch of the goods by Medner Germany.

5.1 All stated and agreed prices are understood to include packaging and transport, plus value-added tax at the applicable statutory rate. For import and export outside the EU, customs duties, taxes, fees, and import and export levies shall be borne by the customer.

5.2 Payments are due within 3 days of invoicing without any deduction. Invoicing takes place upon delivery. Invoicing of partial deliveries is permitted. Medner Germany is entitled to require payment from the customer prior to delivery in the case of first-time transactions (advance payment).

5.3 Insofar as Medner Germany grants the customer the option of instalment payment, the instalment agreement may be terminated without notice in the event of default on two instalments and/or repeated late payment. Instalments are generally payable on the first of the month and must be received by Medner Germany by no later than the third business day of each month.

5.4 In the event that the payment deadline pursuant to clause 5.2 is exceeded, as well as in the event of default and in the case of deferral, Medner Germany is entitled to charge default interest at a rate of 8% above the base interest rate. The assertion of further interest damages remains reserved.

5.5 Notwithstanding any provisions to the contrary by the customer, Medner Germany is entitled to apply payments first to the customer's oldest debts, whereby payment is offset first against costs, then against interest, and lastly against the principal.

5.6 Offsetting or the assertion of a right of retention on account of counterclaims not recognised by Medner Germany or not finally established by a court is excluded.

5.7 All further claims arising from the business relationship become immediately due if the customer defaults on payment of an invoice or fails to comply with other material contractual obligations. In such cases, Medner Germany is entitled to demand advance payment or securities and the surrender of devices not yet paid for, and subsequently to realise them. This shall not constitute withdrawal from the contract. The customer is liable for the difference between the claim against them and the realisation proceeds.

6.1 The delivered goods remain the property of Medner Germany until full payment of all claims arising from the business relationship with the customer. The goods subject to retention of title may not be resold. They may not be pledged or assigned as security. In the event of access by third parties to the goods subject to retention of title, the customer is obliged to point out Medner Germany's ownership and to notify Medner Germany without delay.

6.2 The devices subject to retention of title must be adequately insured by the customer against all customary risks and handled with care. Claims arising from an insured event against the insurer are hereby assigned to Medner Germany in advance.

6.3 In the event of default of payment — including from other and future deliveries or services — or in the event of the customer's insolvency, Medner Germany may, after asserting the retention of title, take possession of the goods subject to retention of title by entering the customer's business premises. In this case, the customer is obliged to surrender ownership to Medner Germany without delay.

6.4 The assertion of the retention of title or the seizure of the delivered item by Medner Germany shall not be deemed a withdrawal from the contract.

7.1 Medner Germany grants a warranty of 12 months on delivered devices. In all other respects, the warranty is governed by the statutory provisions, unless otherwise stipulated in the contractual documents.

7.2 In the case of defects that have been properly and promptly reported, Medner Germany is entitled, as a matter of priority, to remedy the defect or, at Medner Germany's discretion, to provide a replacement. Medner Germany is entitled at any time, instead of remedying the defect, to replace the software or the device with further-developed versions; where the replaced software or device offers a greater scope of performance, a difference in price may be claimed.

7.3 If, in the course of remedying a defect, it turns out that no defect was present, that the defect was not caused by the delivered device, or that it is attributable to impermissible interventions, operating errors, or non-compliance with the room conditions by the customer or third parties, the customer shall bear the costs incurred. Operating the device under incorrect room conditions leads to loss of the guarantee.

7.4 The customer may only rescind the contract or reduce the purchase price if Medner Germany refuses to remedy the defects or delays doing so unreasonably. Medner Germany is generally entitled to three attempts to remedy a defect. The failure of the remedial attempts must be communicated to Medner Germany in writing in each case, with the setting of a reasonable deadline.

7.5 Medner Germany is not liable for malfunctions of the devices and accessories caused by particular environmental influences — for example, mains voltage fluctuations and frequency disturbances — or by negligent conduct, non-compliance with the room and installation conditions, and improper handling by the customer. Any work required as a result is carried out at the customer's expense. Excluded from warranty, guarantee and liability are in particular defects or damage attributable to:

• a) operational wear and tear and normal wear; improper use; operating errors and negligent conduct of the customer; operation with incorrect current type and voltage as well as connection to unsuitable power sources; glass breakage damage;
• b) fire, lightning strike, explosion or mains-related overvoltage; moisture of any kind;
• c) components that wear out as a result of use — warranty and guarantee are excluded for these; this includes in particular LED lighting, MMS coils, upholstery, films, paintwork & coatings, rubber and silicone seals, moving parts and fasteners, ball bearings, as well as flexible hoses and cables;
• d) side effects arising from the use of any devices and consumables during application on the customer's patient.

7.6 The warranty lapses if the device seals are broken, in the case of unauthorised modifications, upon the removal of type plates or serial numbers, and in the case of any manipulation.

7.7 Medner Germany provides no warranty for the replacement of device components by other manufacturers/suppliers. In this respect, Medner Germany's warranty rights against the manufacturer/supplier are assigned to the buyer.

7.8 Claims for damages of any kind are excluded, unless they are based on intent or gross negligence.

7.9 No guarantee is given for uninterrupted operational readiness of the devices. In the event of repair/service, the consumption costs for the test run or use of the device for testing purposes are borne by the customer. For servicing, a remote-maintenance capability via the internet is necessary in order to be informed of possible sources of error before the technician travels to carry out the repair.

7.10 There is no warranty or guarantee for mechanical damage. Mechanical damage is assumed in particular in the case of an external defect.

7.11 The customer guarantees the prescribed room conditions for the use of the respective products. Operating the products outside the prescribed room conditions leads to loss of the guarantee.

8.1 The customer may only assign existing claims against Medner Germany with the express consent of Medner Germany.

8.2 Technical parameters of refrigeration systems are determined in a standardised manner, whereby the temperatures at the evaporator, the noise emission at a distance of 3 m from the machine, and the electrical power consumption are measured as an average value over the energy consumption during cooling and drying cycles.

8.3 The place of performance and place of jurisdiction for both parties is the registered office of Medner Germany. All legal relationships are governed exclusively by German law.

8.4 Should one or more provisions of these General Terms and Conditions be or become invalid, or should this contract text contain a gap, the contracting parties shall replace or supplement the invalid or incomplete provision with an appropriate provision that comes as close as possible to the economic purpose of the intended provision. The validity of the remaining provisions shall remain unaffected.

Medner Germany GmbH & Co. KG
Uhlandstr. 20–25 · 10623 Berlin · Germany
E-mail: info@medner.de